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13 Movies to Watch After You See The Empire Strikes Back

By  · Published on November 23rd, 2015

The Empire Strikes Back is not only considered the best installment of the Star Wars saga, but it’s also the least derivative. That’s possibly because the sequel had the least direct creative involvement of George Lucas. So, the second in our ongoing series of Movies to Watch lists leading up to the new film (see the first one here) should consist of fewer obvious selections.

One thing I wanted to do is highlight the newcomers to the franchise, both off screen and on. The writers, director and added cast members have interesting backgrounds worth looking at and appreciating. Most of the below titles, however, are the usual oddities picked simply because I’m reminded of them by certain elements of the movie, and it’s unlikely there was any conscious connection made by the filmmakers.

Flash Gordon (1936)

Sorry for the reversal on recommending 1940’s Flash Gordon Conquers the Universe after Star Wars and now the earlier serial after The Empire Strikes Back, but the first film adaptation of Alex Raymond’s comic strip is the one where you’ll find Sky City, precursor to Cloud City in a very blatant visual sense, and King Vultan, who isn’t totally the model for Lando Calrissian but is similarly someone initially split between the good guys and the bad – and in both, the character ultimately aligns with the good.

Gone With the Wind (1939)

If you want to know just how influential this classic Civil War drama was on The Empire Strikes Back, look at the poster for the 1967 re-release of Gone With the Wind and the original 1980 one-sheet for the Star Wars sequel and you’ll see a huge similarity. The reason Han Solo and Leia (Harrison Ford and Carrie Fisher) are posed like Rhett Butler and Scarlet O’Hara (Clark Gable and Vivien Leigh) is because their relationship is also quite similar, mainly because of the male half being another prime example of the charming rogue type.

For more on the link between the films, see Bryan Young’s entry on Gone With the Wind in his “The Cinema Behind Star Wars” series at StarWars.com.

The Vampire’s Ghost (1945)

Leigh Brackett, who wrote much of The Empire Strikes Back until her death in 1978, had a fascinating career. Despite being an acclaimed prolific sci-fi author, the Star Wars sequel was her only movie of that genre. Instead, she collaborated with Howard Hawks on the film noir standard The Big Sleep and a number of Westerns. She was consistently great, but her first film, a different sort of pulpy genre picture, isn’t quite on the level of the others. The Vampire’s Ghost is hardly a bad movie, though. It’s about a vampire who owns a bar and casino in an African port town. The kind of establishment you’d expect to find Han Solo in, actually.

The War of the Worlds (1953)

Although there’s a very minor connection between Byron Haskin’s adaptation of the classic H.G. Wells alien invasion novel and The Empire Strikes Back, it’s a connection worth addressing because of its tie to a certain myth and confusion regarding the origin of the AT-AT Imperial walkers. Many people think the inspiration for the vehicles is the shipping container cranes in Oakland, California, but George Lucas has confirmed that to be untrue. Elsewhere, he has stated that his idea for the walkers came from the Tripod vehicles from Wells’s book.

The Martian fighting machines in the 1953 movie look nothing like the AT-AT, and neither do the ones in Steven Spielberg’s 2005 version, but I love that in the later adaptation Tom Cruise’s character is the operator of a type of container crane. That had to be on purpose, right?

The Abominable Snowman (1957)

If The Empire Strikes Back had you missing Peter Cushing after his prominent villain role in the first Star Wars, here’s one of his many movies (and his first of a ton for Hammer Films) you can seek out to get your fix. It also happens to be about an expedition to find the legendary Yeti in the Himalayas.

The Wampa in Empire has always reminded me more of Bumble, the Abominable Snowman from the 1964 Rankin/Bass TV special Rudolph the Red-Nosed Reindeer, but both are just plainly based on the Yeti of myth and so this – a remake of a 1955 TV movie titled The Creature, which starred Cushing in the same role – is a worthy share for something slightly more serious. Hammer recently announced they’re redoing The Abominable Snowman again, so that’s another reason to check it out.

“Thy Will Be Done” – Pilot Episode of Now is Tomorrow (1958)

Director Irvin Kershner seemed an odd choice to take the helm of the Star Wars sequel. He began his film career with documentaries on such subjects as malaria and childbirth for the US Information Service to export to foreign countries, and before Empire he was known for a variety of TV and film work but not much that indicated he was the right man for the further adventures of Luke Skywalker and company.

George Lucas hired Kershner because he’d been one of his students at USC and because of the 1977 TV movie Raid on Entebbe, but I have to wonder if he’d had a chance to see the pilot for Now is Tomorrow, a would-be anthology program that didn’t get picked up. The pilot, which was written by Richard Matheson of “I Am Legend” fame, is about a group of men seemingly responsible for the launch of America’s nuclear weapons if the time ever comes. It turns out – spoiler alert – the men are in space and basically have the power to destroy Earth, Death Star-style, if need be.

Gulliver’s Travels Beyond the Moon (1965) and Pinocchio in Outer Space (1965)

Speaking of silliness, here are two animated features produced the same year that take classic literary stories and toss them into space. Both of the original books, Jonathan Swift’s “Gulliver’s Travels” and Carlo Collodi’s “The Adventures of Pinocchio,” contain something I consider relevant to The Empire Strikes Back.

In the former, it’s the flying island of Laputa, a precursor to Cloud City, and most adaptations of Swift’s work leave it out. But the Japanese film Gulliver’s Travels Beyond the Moon at least takes some inspiration from that third section of the book (in which Gulliver also visits Japan), as it takes Gulliver and a young boy to the planet of Blue Hope, which has been taken over by evil robots. Also, a young Hayao Miyazaki worked as an artist on the feature, and he later would make a film obviously inspired by Swift’s floating kingdom: Castle in the Sky.

As for “Pinocchio,” there’s the part where the title character is swallowed by a whale, just like the Biblical character Jonah, whose story was a definite inspiration on the scene in Empire where the Millennium Falcon unknowingly hides inside the Exogorth (space slug), thinking it’s just a cave in an asteroid. Pinocchio in Outer Space, which is a sequel to Collodi’s story, finds the puppet boy and his turtle sidekick swallowed by a space whale they also initially think is an asteroid.

The Good, the Bad and the Ugly (1966) and The Great Silence (1968)

One of the more well-known influences on the Star Wars franchise is Sergio Leone’s “Dollars trilogy” (aka the “Man With No Name” trilogy), consisting of A Fistful of Dollars, For a Few Dollars More and The Good, the Bad and the Ugly, the lot specifically being linked to Boba Fett and the rest of the bounty hunters. The last of the movies is the most concerned with these kinds of characters, with a trio played by Clint Eastwood, Eli Wallach and Lee Van Cleef in pursuit of a treasure.

I think fans of Boba Fett and bounty hunters in general will also like another Spaghetti Western, Sergio Corbucci’s The Great Silence. In addition to featuring a gang of criminal-seeking outlaws (led by Klaus Kinski), it has a snowy setting, a son’s revenge plot, a major injury to a character’s hand and, most importantly, a “down ending.” In fact, the conclusion of The Great Silence makes the end of Empire look like the happiest ever.

Brian’s Song (1971)

If Empire is the only movie to (narratively) bring Star Wars fanboys to tears at the end, it has a nice bond with this TV movie, recognized as the only movie to bring any football fan to huge sobs. Nearly a decade before he became iconically known as Lando Calrissian, Billy Dee Williams earned an Emmy nomination for his lead role as NFL Hall of Famer Gale Sayers. This is the story of Sayers’ friendship with his teammate Brian Piccolo (James Caan), who is dying, and if you think you’re too tough to need a box of tissues by your side, you’re as wrong as Lando was to expect Darth Vader to honor his half of any deal.

Emmet Otter’s Jug-Band Christmas (1977)

Everyone knows that Yoda is basically a Muppet, operated and voiced by longtime Jim Henson colleague – and voice of Miss Piggy, Grover, Fozzie Bear, Animal and many more – Frank Oz. He started out as the puppeteer and voice of Rowlf the dog on The Jimmy Dean Show and gave life to various other monsters and things through the 1970s. My favorite is this currently under-appreciated HBO holiday special that came out the same year as the original Star Wars. Oz voices the title character’s mom, Alice Otter, and the main baddie, a bear named Chuck Stoat. Like Yoda, they live in a watery location. Unlike Yoda (sadly?) they also perform musical numbers. Also check out the hilarious deleted scenes, one of which has Oz seemingly going batty.

Black Angel (1980)

George Lucas had wanted a new Duck Dodgers short to play before Empire, after the 1979 re-release of Star Wars had come attached with 1953’s Duck Dodgers in the 24½the Century, but Chuck Jones couldn’t get it done in time. Instead, or meanwhile, the live-action fantasy short Black Angel was shown ahead of the second Star Wars installment in the UK, Australia and Scandinavian countries. Appropriately, it’s a much darker accompaniment for Empire, just as a Looney Tunes cartoon is more appropriate for the first Star Wars.

Black Angel is the directorial debut of Roger Christian, art director for the Star Wars franchise and future Battlefield Earth helmer, and it follows a medieval knight as he must rescue a maiden from the titular villain. Christian is currently working on a feature-length version, the announcement of which was joined by the online premiere of the short (supposedly only for a limited time), which had been thought lost for more than 30 years. At least for now, you can watch the original below.

Bonus: The Bodyguard (1992)

As always, these lists are strictly about movies that came before the title in focus, in order to recommend its ancestors. But I wanted to include this bonus honorable mention because otherwise we couldn’t involve screenwriter Lawrence Kasdan in any way. And in a way it’s still something that came before. The script for this movie, which finally was made starring Whitney Houston and Kevin Costner, was one of Kasdan’s hot properties in the late ’70s that got him the Empire gig. Back then it was envisioned as a vehicle for Diana Ross and Steve McQueen and then Ross and Ryan O’Neal, but it didn’t work out and so the Star Wars sequel became our introduction to the writer’s talents. He’d go on to also write Return of the Jedi, a few Oscar-nominated screenplays and is now back in the Star Wars galaxy for The Force Awakens and the solo Han Solo prequel.

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Christopher Campbell began writing film criticism and covering film festivals for a zine called Read, back when a zine could actually get you Sundance press credentials. He's now a Senior Editor at FSR and the founding editor of our sister site Nonfics. He also regularly contributes to Fandango and Rotten Tomatoes and is the President of the Critics Choice Association's Documentary Branch.